| | POLISH FINANCIAL SUPERVISION AUTHORITY | | | | | | | UNI - EN REPORT No | 9 | / | 2015 | | | | | | Date of issue: | 2015-04-30 | | | | | | | | | | | Short name of the issuer | | | | | | | | | | AB INTER RAO LIETUVA | | | | Subject | | | | | | | | | | | | | Notice on the decisions adopted by the Annual General Meeting of Shareholders | | | | Official market - legal basis | | | | | | | | | Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne
| | | | Unofficial market - legal basis | | | | | | | | Contents of the report: | | | | | | | | | | | The Annual General Meeting of Shareholders of AB INTER RAO Lietuva, code 1261 19913, registered address at A. Tumeno str. 4, Vilnius, the Republic of Lithuania (hereinafter referred to as the Company), was held at Mindaugo str. 27, LT-03210, Vilnius, the Republic of Lithuania, at 10.00 am on 30 April 2015 (hereinafter referred to as the Meeting).
On the day of the Meeting the authorised capital of the Company was divided into 20,000,000 ordinary registered shares with par value of LTL 1 each, and in total granting 20,000,000 votes at the General Meeting of Shareholders of the Company.
Shareholders collectively holding 16,000,000 of the Company’s shares which represent 80% of the total authorised capital and the total voting rights of the Company participated in the Meeting. The Meeting had a quorum. No filled-in general voting ballots were submitted. No voting rights transfer agreements were submitted. One valid power of attorney of 20 April 2015 was submitted, according to which the proxy was authorised to cast 10,200,000 votes, which represent 51% of the total authorised capital and the total voting rights of the Company, on behalf of RAO Nordic OY.
The Meeting has unanimously adopted following decisions:
1 Resolution: Regarding the Consolidated Annual Report of the Company for the year 2014.
Resolved: To take note of the Consolidated Annual Report of the Company for the year 2014, which has been approved by the Board and has been analysed by the Supervisory Council of the Company.
Participated in voting: 16,000,000 votes / shares. In favour: 16,000,000 votes / shares. Against: 0 votes / shares.
2 Resolution: Approval of the Audited Annual Financial Statements of the Company for the year 2014 and the Audited Consolidated Annual Financial Statements of the Group for the year 2014.
Resolved: To approve the Audited Annual Financial Statements of the Company for the year 2014 and the Audited Consolidated Annual Financial Statements of the Group for the year 2014.
Participated in voting: 16,000,000 votes / shares. In favour: 16,000,000 votes / shares. Against: 0 votes / shares.
3 Resolution: Distribution of profit (loss) of the Company for the year 2014.
Resolved: To distribute the profit (loss) of the Company for the year 2014 according to the draft distribution of profit (loss).
Participated in voting: 16,000,000 votes / shares. In favour: 16,000,000 votes / shares. Against: 0 votes / shares.
4 Resolution: Selection of the audit firm and approval of conditions of payment for audit services.
Resolved: To select UAB Ernst & Young Baltic, legal entity’s code 110878442, address Subačiaus str. 7, Vilnius, as the audit firm to perform the audit of the financial statements of the Company for the year 2015 and to establish conditions on payment as follows: not exceeding EUR 35,000 (without VAT) for the audit services;
Participated in voting: 16,000,000 votes / shares. In favour: 16,000,000 votes / shares. Against: 0 votes / shares.
5 Resolution: The change of the nominal value of shares and the authorised capital of the Company from litas to euro;
Resolved: (i) To change the nominal value of the shares and the authorised capital of the Company from litas to euro;
(ii) To establish that the nominal value of one share of the Company is equal to EUR 0.29 (twenty nine euro cents);
(iii) To establish that the authorised capital of the Company is equal to EUR 5,800,000 (five million eight hundred thousand euro).
Participated in voting: 16,000,000 votes / 16,000,000 shares. In favour: 16,000,000 votes/shares; Against: 0 votes / shares.
6 Resolution: Approval of the New Wording of the Articles of Association of the Company.
Resolved: (i) To approve New wording of Articles of Association of the Company.
(ii) To assign the General Director of the Company Mr Giedrius Balčiūnas, to sign the New wording of the Аrticles of Аssociation of the Company and any other necessary documents for the registration of the New wording of the Аrticles of Аssociation of the Company with the Register of Legal Entities of the Republic of Lithuania; prepare, sign and submit to the Register of Legal Entities of the Republic of Lithuania and other entities or institutions all and any necessary documents and perform any actions related therewith.
Participated in voting: 16,000,000 votes / 16,000,000 shares. In favour: 16,000,000 votes/shares; Against: 0 votes / shares.
According to the 3 Resolution on distribution of profit (loss) of the Company for the year 2014, the Meeting decided on payment of dividends on the following terms:
- total amount of dividends to be paid – EUR 11,200,000;
- dividend per one share – EUR 0,56;
- record date – end of the business day on 15 May 2015;
- dividend payment date – 28 May 2015.
Annexes:
1. AB INTER RAO Lietuva Consolidated and Parent Company’s Financial Statements, Consolidated Annual Report and the Independent Auditor’s Report for the year ended 31 December 2014;
2. Distribution of profit (loss) of the Company for the year 2014;
3. Distribution of votes of the shareholders holding over 5% of votes at the Annual General Meeting of Shareholders of the Company;
4. New wording of Articles of Association of the Company.
Legal grounds: Article 56 section 1 point 1 in connection with article 56 section 6 of the Polish Act of 29 July 2005 on Public Offering and Conditions governing the Admission of Financial Instruments to Trading on Organized Markets, and on Listed Companies. | | | | Annexes | | | | | | | | | | | | | File | Description | | | | | AB INTER RAO Lietuva Consolidated and Parent Company’s Financial Statements, Consolidated Annual Report and the Independent Auditor’s Report for the year ended 31 December 2014 | | | | | Distribution of profit (loss) of the Company for the year 2014 | | | | | Distribution of votes of the shareholders holding over 5% of votes at the Annual General Meeting of Shareholders of the Company | | | | | New wording of Articles of Association of the Company | | |
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